- Current report filing (8-K)
December 29 2010 - 3:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): December 29, 2010
TRANSDIGM GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
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Delaware
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001-32833
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41-210738
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1301 East 9
th
Street, Suite 3710, Cleveland, Ohio
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44114
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (216) 706-2960
Not Applicable
(Former name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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As previously disclosed, on November 30, 2010, TransDigm Inc. (
TransDigm
), a wholly-owned subsidiary of TransDigm Group Incorporated (
TransDigm Group
), commenced
cash tender offers (the
Tender Offers
) for any and all of its outstanding 7
3
/
4
% Senior Subordinated Notes due 2014 (the
2014 Notes
) and concurrent consent solicitations for proposed amendments to the indenture, dated as of June 23, 2006 (as amended and
supplemented, the
2006 Indenture
), and to the indenture, dated as of October 6, 2009 (as amended and supplemented, the
2009 Indenture
and, together with the 2006 Indenture, the
Indentures
), among TransDigm, TransDigm Group, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee), under which the 2014 Notes were issued.
At 12:00 midnight, New York City time, on December 28, 2010, the Tender Offers expired (the
Expiration
Time
). As previously disclosed, on December 13, 2010, TransDigm received and accepted for purchase approximately $968 million, or approximately 96.84%, of the aggregate principal amount of its 2014 Notes, representing all such 2014
Notes that were validly tendered and not validly withdrawn at or prior to the consent expiration deadline pursuant to the Tender Offers, and received sufficient consents to approve the proposed amendments to the Indentures that, among other
modifications, eliminated substantially all of the restrictive covenants and certain events of default in the Indentures. Between December 14, 2010 and the Expiration Time, TransDigm accepted for purchase $160 thousand in aggregate principal
amount of its 2014 Notes. TransDigm intends to redeem all of the 2014 Notes that remain outstanding, in the aggregate principal amount of approximately $31.4 million, on January 15, 2011.
A copy of the press release announcing the expiration and final results of the Tender Offers for the 2014 Notes is filed herewith as
Exhibit 99.1 and is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits
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Exhibit
No.
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Description
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99.1
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Press Release of TransDigm Group Incorporated, dated December 29, 2010, announcing the expiration and final results of Tender Offers for the 2014 Notes
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TRANSDIGM GROUP INCORPORATED
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By:
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/s/ Gregory Rufus
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Name:
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Gregory Rufus
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Title:
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Executive Vice President,
Chief Financial Officer and Secretary
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Date: December 29, 2010
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EXHIBIT INDEX
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Exhibit
No.
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Description
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99.1
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Press Release of TransDigm Group Incorporated, dated December 29, 2010, announcing the expiration and final results of Tender Offers for the 2014 Notes
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